Plaintiff shareholders of ATM Acquisition Corporation (“ATM”) filed suit alleging, inter alia, that defendant directors of ATM aided and abetted in fraudulent transfer of ATM’s assets to only bidder. Plaintiffs’ complaint alleged both “subjective” fraudulent transfer (“actual intent to hinder, delay or defraud…a creditor of [ATM]”) and “constructive” fraudulent transfer (defendants caused a transfer which caused ATM to fail to receive reasonably equivalent value in exchange), pursuant to the Delaware Uniform Fraudulent Transfer Act, 6 Del.C. Section 1301 et seq. The Court, on both statutory interpretation grounds and reliance on precedent set in Trenwick America Litigation Trust v. Ernst & Young, LLP, 906 A.2d 168 (Del.Ch. 2006), aff’d 931 A.2d 438 (Del. 2007), granted motion to dismiss on counts relating to fraudulent transfer claims, holding that “the [DUFTA] does not create a cause of action for aiding and abetting, or conspiring to commit, a fraudulent transfer,” and that the DUFTA only permits an action “by a creditor against debtor-transferor or transferees.”
